- 1 - HC-KAR CNR: KAHC010479232026 NC: 2026:KHC:52508-DB COMAP No. 349 of 2026 IN THE HIGH COURT OF KARNATAKA AT BENGALURU DATED THIS THE 23RD DAY OF SEPTEMBER, 2026 PRESENT THE HON'BLE MR. JUSTICE D K SINGH AND THE HON'BLE MR. JUSTICE H.SHANTHI BHUSHAN COMMERCIAL APPEAL NO. 349 OF 2026 BETWEEN: MR. RAJAT RAJESH MAHINDRU S/O RAJESH SATYAPAL MAHINDRU, AGED ABOUT 36 YEARS, RESIDENT OF B-108, STAR GALAXY OPP-AGAM CROSS VIP ROAD VESU, SURAT, GUJARAT - 395 007. …APPELLANT (BY SMT. SHRISTI WIDGE, ADVOCATE FOR SRI. SANJANTHI SAJAN POOVAYYA, ADVOCATE) AND: 1. PURPLE ROCK INFRA PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013 HAVING ITS REGISTERED OFFICE AT: NO.B-1/E-14, MOHAN COOPERATIVE INDUSTRIAL AREA, NEW DELHI DELHI, INDIA - 110044 REPRESENTED BY ITS AUTHORISED REPRESENTATIVE MS. PURNIA SHARMA, DIRECTOR. 2. MRS. NISHA MAHINDRU D/O SATYAPAL MALHOTRA, AGED: MAJOR RESIDENT OF B-108, STAR GALAXY Digitally signed by VASANTHA KUMARY B K Location: HIGH COURT OF KARNATAKA - 2 - HC-KAR CNR: KAHC010479232026 NC: 2026:KHC:52508-DB COMAP No. 349 of 2026 OPP-AGAM CROSS VIP ROAD, VESU, SURAT GUJARAT - 395007. 3. MS. RICHA MAHENDRU D/O SATYAPAL MALHOTRA AGED MAJOR RESIDENT OF B-108, STAR GALAXY, OPP-AGAM CROSS VIP ROAD VESU, SURAT GUJARAT - 395007. 4. WOOP AMUSEMENT PRIVATE LIMITED A COMPANY INCORPORATED UNDER THE COMPANIES ACT, 2013 HAVING ITS UNIT AT: WPMV + 23G, NEAR LADDOOS VARTHUR RD VARTHUR, BENGALURU-560087 KARNATAKA HAVING ITS REGISTERED OFFICE AT: 234-235 B, NR. DECATHLON DUMAS ROAD, BHIMPORE, VESU, SURAT GUJARAT, INDIA - 395 0007 REPRESENTED BY ITS MANAGING DIRECTOR MR. RAJAT RAJESH MAHINDRU. 5. HDFC BANK GLOBAL TECH PARK, DIVYASREE CHAMBERS GROUND FLOOR, NO.11 O SHAUGHNESSY RD LANGFORD TOWN, BENGALURU-560025 KARNATAKA HAVING OFFICES AT KILVANI NAKA, SILVASSA BRANCH GROUND FLOOR, SAMRUDDHI SHOPING CENTRE KILVANI NAKA SILVASSA DADARA AND NAGAR HAVELI, 396230 REPRESENTED HERE BY ITS BRANCH MANAGER. - 3 - HC-KAR CNR: KAHC010479232026 NC: 2026:KHC:52508-DB COMAP No. 349 of 2026 6. ICICI BANK SOBHA PEARL 1, COMMISSARIAT RD OFF MAHATMA GANDHI ROAD ASHOK NAGAR, BENGALURU-560025 KARNATAKA HAVING BRANCH AT NEW MAGDALLA ROAD BRANCH SHOP NO.1, GROUND FLOOR, TOWER A SWASTIK UNIVERSAL, UDHNA MAGDALLA ROAD SURAT, GUJARAT - 395 002 REPRESENTED HERE BY ITS BRANCH MANAGER. …RESPONDENTS (BY SRI. ADITYA CHATTERJEE, ADVOCATE FOR SRI. Y. SANKEERTH VITTAL, ADVOCATE FOR C/R1; SRI. ABRAHAM JOSEPH, ADVOCATE AND SRI. RAUNAQ CHATTERJEE, ADVOCATE FOR R2 TO R4; R5 AND R6 ARE SERVED) THIS COMAP IS FILED UNDER SECTION 13(1A) OF COMMERCIAL COURT ACT, 2015 READ WITH ORDER XLIII RULE 1(R) OF CPC, PRAYING TO SET ASIDE THE ORDER DATED 20.06.2026 IN I.A.1,2 AND 5 IN COMMERCIAL OS NO.58/2026 (ANNEXURE A) PENDING BEFORE THE HON'BLE XI ADDITIONAL DISTRICT AND SESSIONS JUDGE, (COMMERCIAL COURT) BENGALURU RURAL DISTRICT AT BENGALURU AND CONSEQUENTLY DISMISS I.A. NO.1 AND 2 AND ALLOW I.A.NO.5 IN COMMERCIAL OS NO.58/2026 PENDING BEFORE THE HON'BLE XI ADDITIONAL DISTRICT AND SESSIONS JUDGE, (COMMERCIAL COURT), BENGALURU RURAL DISTRICT AT BENGALURU. THIS APPEAL, COMING ON FOR ORDERS, THIS DAY, JUDGMENT WAS DELIVERED THEREIN AS UNDER: CORAM: HON'BLE MR. JUSTICE D K SINGH and HON'BLE MR. JUSTICE H.SHANTHI BHUSHAN - 4 - HC-KAR CNR: KAHC010479232026 NC: 2026:KHC:52508-DB COMAP No. 349 of 2026 ORAL JUDGMENT (PER: HON'BLE MR. JUSTICE D K SINGH) The present appeal under Section 13(1A) of the Commercial Courts Act 2015 has been filed impugning the order dated 20.06.2026 passed on I A Nos.1, 2 and 5 in Commercial O.S.No.58/2026 pending before the Court of XI Additional District and Sessions Judge (Commercial Court), Bengaluru Rural District at Bengaluru. 2. The appellant is defendant No.1, before the Commercial Court. The Commercial Court vide impugned order dated 20.06.2026 has allowed the I.A.Nos.1 and 2 filed by the plaintiff/respondent No.1 herein and dismissed I.A.No.5 filed by defendant No.1. Temporary injunction has been granted against the defendant/appellant or any person claiming to or under them, restraining them from altering the shareholding structure or pattern of defendant No. 4 Company (Respondent No.4 in present appeal) on the date of the suit, including through issuance of fresh shares to any of the defendants or any third parties or by alienation or by any other means until - 5 - HC-KAR CNR: KAHC010479232026 NC: 2026:KHC:52508-DB COMAP No. 349 of 2026 disposal of the suit. It has been further directed that the Banks, i.e., defendant Nos.5 and 6 - HDFC Bank and ICIC Bank (Respondent Nos. 5 and 6 in present appeal) shall freeze the debit operation in the Bank accounts of the respondent No.4/defendant No.4 - Company bearing account Nos.5020011236061 and 750605500287 until further orders. 3. Heard Smt. Shristi Widge, learned counsel for Smt. Sanjanthi Sajan Poovayya, learned counsel for the appellant and Mr. Aditya Chatterjee, learned counsel for respondent No. 1/plaintiff and Sri Abraham Joseph and Sri Raunaq Chatterjee, learned counsel for respondent No.2 to 4. 4. The dispute is in respect of the Shareholding Agreement dated 22.08.2025. In pursuance of said agreement, Rs.10,00,00,000/- admittedly has been paid by the plaintiff(Respondent No.1). However, balance 2.5% shares have not been transferred by the appellant in favour of the plaintiff and therefore, the suit came to be filed for the specific performance of the Shareholding Agreement. - 6 - HC-KAR CNR: KAHC010479232026 NC: 2026:KHC:52508-DB COMAP No. 349 of 2026 5. Smt. Shristi Widge, learned counsel for the appellant submits, that as of today in pursuance of interim injunction passed by the Commercial Court, entire shareholding of defendant No.4 Company is freezed, whereas the claim of the plaintiff is only an aspect of 2.5% shares of the Company. She submits that the appellant will transfer 2.5% shares of the defendant No. 1 / Respondent No.4 within one week from today in favour of the plaintiff, which should be subject to the final outcome of the suit. 6. We have considered the submissions of learned counsel for the parties. 7. Learned counsel Mr. Aditya Chatterjee does not have any objection to such a submission of learned counsel appearing for the appellant. 8. We therefore, dispose of this appeal with the following modification in the impugned order :- ORDER - 7 - HC-KAR CNR: KAHC010479232026 NC: 2026:KHC:52508-DB COMAP No. 349 of 2026 a. The appellant shall transfer 2.5% shares of defendant No. 4, in favour of the plaintiff within period of one week from today. b. This transfer of shares will be subject to the final outcome of suit pending in Commercial O.S.No.58/2026. c. All contentions of the parties are left open to be advanced before the Commercial Court in support and against the suit. d. The capital left in the current accounts in the two Banks shall remain frozen till the disposal of the suit. e. We expect the trial Court/Commercial Court to finalize the suit proceedings expeditiously. The parties should cooperate in early disposal of the suit. Sd/- (D K SINGH) JUDGE Sd/- (H.SHANTHI BHUSHAN) JUDGE NG CT:SM List No.: 1 Sl No.: 11